Special Course (4): Mergers and Acquisitions

The course covers key legal aspects of M&A activity, including negotiated share deals (private transactions), hostile takeovers of listed companies (public transactions), statutory mergers and merger alternatives, cross-border corporate reorganisations as well as some associated problems. The primary focus is on legal issues with other questions (business, financial, strategic, psychological) being integrated into the main thread. The course deals with M&A of European companies with some comparative (US) and some sectoral (financial, technology) add-ons.

To provide students with the skills of analyzing, applying and critically assessing the legal aspects and content of mergers and acquisitions in the national and European Union context.

Civil Law I and Civil Law II

Introduction: basic conceptualisations and typologies Takeovers of public companies: economics of takeovers, agency problems and regulatory responses Takeovers of public companies: take-over defenses, acquisition strategies and EU vs US approaches to regulating takeovers M&A procedure step by step on the example of sale of existing shares both via auction and in a bilateral process Key legal tools for shifting a risk between the seller and the purchaser Joint ventures in the context of M&A Acquisition finance Statutory mergers

Study achievements are assessed during the planned examinations: homework, mid-term examination and final exam. Grades: 10-9 - excellent knowledge and skills 8-7 - good knowledge and skills 5-6 - satisfactory knowledge and skills 1-4 - unsatisfactory knowledge and skills 0 - did not take the exam / violation of academic ethics